As
filed with the Securities and Exchange Commission on October 11, 2017
Registration
No. 333-_______
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER THE SECURITIES ACT OF 1933
Kandi
Technologies Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
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90-0363723
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(State
or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation
or
Organization)
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Identification
Number)
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Jinhua
City Industrial Zone
Jinhua, Zhejiang Province
People’s Republic of China
Post Code 321016
(86 - 579) 82239856
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Hu Xiaoming, Chief Executive Officer
Kandi Technologies Group, Inc.
Jinhua City Industrial Zone
Jinhua, Zhejiang Province
People’s Republic of China
Post Code 321016
(86 - 579) 82239856
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies
to:
Elizabeth
F. Chen, Esq.
Pryor
Cashman LLP
7
Times Square
New
York, New York 10036
(212)
421-4100
Approximate
date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If
the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If
any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. ☒
If
this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☐
If
this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to rule 413(b) under the Securities Act, check the following
box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large
accelerated filer ☐
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Accelerated
filer ☒
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Non-accelerated
filer ☐
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Smaller
reporting company ☐
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(Do
not check if a smaller
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Emerging
growth company ☐
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reporting
company)
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
Title
of Each Class of Securities
To
Be Registered
(1)
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Amount
To Be
Registered
(1)
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Proposed
Maximum
Offering Price
Per Share
(2)
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Proposed
Maximum
Aggregate
Offering Price
(2)
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Amount
Of
Registration Fee
(3)
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Common Stock, par value $0.001 per share
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Preferred Stock, par value $0.001 per share
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Debt Securities
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Warrants
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Rights
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Units
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TOTAL
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$
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300,000,000
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N/A
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$
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300,000,000
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$
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37,350
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(1)
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There
are being registered under this Registration Statement such indeterminate number of shares of common stock and preferred stock,
such indeterminate principal amount of debt securities, such indeterminate number of warrants to purchase common stock, preferred
stock and/or debt securities, such indeterminate number of rights to purchase common stock or preferred stock and such indeterminate
number of units as may be sold by the Registrant from time to time, which together shall have an aggregate initial offering
price not to exceed $300,000,000. If the Registrant issues any debt securities at an original issue discount,
then the offering price of such debt securities shall be in such greater principal amount at maturity as shall result in an
aggregate offering price not to exceed $300,000,000, less the aggregate dollar amount of all securities previously issued
hereunder. The Registrant may sell any securities it is registering under this Registration Statement separately
or as units with the other securities it is registering under this Registration Statement. The Registrant
will determine, from time to time, the proposed maximum offering price per unit in connection with its issuance of the securities
it is registering under this Registration Statement. The securities it is registering under this Registration
Statement also include such indeterminate number of shares of common stock and preferred stock and such indeterminate principal
amount of debt securities as the Registrant may issue upon conversion of or exchange for preferred stock or debt securities
that provide for conversion or exchange, upon exercise of warrants or rights or pursuant to the anti-dilution provisions of
any of such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933 (the “Securities
Act”), the shares the Registrant is registering under this Registration Statement include such indeterminate number
of shares of common stock and preferred stock as may be issuable with respect to the shares the Registrant is registering
as a result of stock splits, stock dividends or similar transactions.
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(2)
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The
Registrant will determine the proposed maximum aggregate offering price per class of security from time to time in connection
with its issuance of the securities the Registrant is registering under this Registration Statement and the Registrant is
not specifying such price as to each class of security pursuant to General Instruction II.D. of Form S-3 under
the Securities Act.
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(3)
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Pursuant
to Rule 457(p) under the Securities Act, as amended, the registration fee of $37,350 is being partially offset by applying
$29,495.20 from previously paid registration fees. This amount is from registration fees previously paid in connection
with the Company’s registration statement on Form S-3 (SEC Registration No. 333-196938) filed with the SEC on June 20,
2014. Accordingly, the registrant is paying a registration fee of $7,854.80 with this registration statement.
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The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. This prospectus is not an offer to sell these securities, and
it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED OCTOBER 11, 2017
PRELIMINARY
PROSPECTUS
Kandi
Technologies Group, Inc.
$300,000,000
Common
Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
We
may offer from time to time shares of our common stock, preferred stock, senior debt securities (which may be convertible into
or exchangeable for common stock), subordinated debt securities (which may be convertible into or exchangeable for common stock),
warrants, rights and units that include any of these securities. The aggregate initial offering price of the securities sold under
this prospectus will not exceed $300,000,000. We will offer the securities in amounts, at prices and on terms to be determined
at the time of the offering.
Each
time we sell securities hereunder, we will attach a supplement to this prospectus that contains specific information about the
terms of the offering, including the price at which we are offering the securities to the public. The prospectus supplement may
also add, update or change information contained or incorporated in this prospectus. We may also authorize one or more free writing
prospectuses to be provided to you in connection with these offerings. You should read this prospectus, the information incorporated
by reference in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus carefully before
you invest in our securities.
The
securities hereunder may be offered directly by us, through agents designated from time to time by us or to or through underwriters
or dealers. If any agents, dealers or underwriters are involved in the sale of any securities, their names, and any applicable
purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the
information set forth, in the applicable prospectus supplement. See the section entitled “About This Prospectus” for
more information.
Our
common stock is listed on the NASDAQ Global Select Market under the symbol KNDI.
Investing
in securities involves certain risks. See “Risk Factors” beginning on page 6 of this prospectus and in the
applicable prospectus supplement, as updated in our future filings made with the Securities and Exchange Commission that are
incorporated by reference into this prospectus. You should carefully read and consider these risk factors before you invest
in our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2017
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TABLE
OF CONTENTS
The
distribution of this prospectus may be restricted by law in certain jurisdictions. You should inform yourself about and observe
any of these restrictions. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities
offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then
the offer presented in this prospectus does not extend to you.
We
have not authorized anyone to give any information or make any representation about us that is different from, or in addition
to, that contained in this prospectus, including in any of the materials that we have incorporated by reference into this prospectus,
any accompanying prospectus supplement, and any free writing prospectus prepared or authorized by us. Therefore, if anyone does
give you information of this sort, you should not rely on it as authorized by us. You should rely only on the information contained
or incorporated by reference in this prospectus and any accompanying prospectus supplement.
You
should not assume that the information contained in this prospectus and any accompanying supplement to this prospectus is accurate
on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference
is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any accompanying
supplement to this prospectus is delivered or securities are sold on a later date. Neither the delivery of this prospectus, nor
any sale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since
the date hereof or that the information incorporated by reference herein is correct as of any time subsequent to the date of such
information.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 we filed with the Securities and Exchange Commission, or the SEC, using
a “shelf” registration process. Under this shelf registration process, we may, from time to time, offer and sell any
combination of the securities described in this prospectus in one or more offerings. The aggregate initial offering price of all
securities sold under this prospectus will not exceed $300,000,000.
This
prospectus provides certain general information about the securities that we may offer hereunder. Each time we sell securities,
we will provide a prospectus supplement that will contain specific information about the terms of the offering and the offered
securities. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information
relating to these offerings. In each prospectus supplement, we will include the following information:
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the number
and type of securities that we propose to sell;
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the public
offering price;
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the names
of any underwriters, agents or dealers through or to which the securities will be sold;
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any compensation
of those underwriters, agents or dealers;
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any additional
risk factors applicable to the securities or our business and operations; and
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any other
material information about the offering and sale of the securities.
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In
addition, the prospectus supplement or free writing prospectus may also add, update or change the information contained in this
prospectus or in documents incorporated by reference in this prospectus. The prospectus supplement or free writing prospectus
will supersede this prospectus to the extent it contains information that is different from, or that conflicts with, the information
contained in this prospectus or incorporated by reference in this prospectus. You should read and consider all information contained
in this prospectus, any accompanying prospectus supplement and any free writing prospectus that we have authorized for use in
connection with a specific offering, in making your investment decision.
You should also read and consider the information
contained in the documents identified under the heading “Incorporation of Certain Documents by Reference” and “Where
You Can Find More Information” in this prospectus
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Unless
the context otherwise requires, the terms “the Company,” “we,” “us,” and “our”
in this prospectus each refer to Kandi Technologies Group, Inc., our subsidiaries and our consolidated entities. “China”
and “the PRC” refer to the People’s Republic of China.
FORWARD-LOOKING
STATEMENTS
Some
of the statements contained or incorporated by reference in this prospectus may be “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the
Exchange Act and may involve material risks, assumptions and uncertainties. Forward-looking statements typically are identified
by the use of terms such as “may,” “will,” “should,” “believe,” “might,”
“expect,” “anticipate,” “intend,” “plan,” “estimate” and similar words,
although some forward-looking statements are expressed differently.
Although
we believe that the expectations reflected in such forward-looking statements are reasonable, these statements are not guarantees
of future performance and involve certain risks and uncertainties that are difficult to predict and which may cause actual outcomes
and results to differ materially from what is expressed or forecasted in such forward-looking statements. These forward-looking
statements speak only as of the date on which they are made and except as required by law, we undertake no obligation to publicly
release the results of any revision or update of these forward-looking statements, whether as a result of new information, future
events or otherwise. If we do update or correct one or more forward-looking statements, you should not conclude that we will make
additional updates or corrections with respect thereto or with respect to other forward-looking statements. A detailed discussion
of risks and uncertainties that could cause actual results and events to differ materially from our forward-looking statements
is included in our periodic reports filed with the SEC and in the “Risk Factors” section of this prospectus.
THE
COMPANY
We
were incorporated under the laws of the State of Delaware on March 31, 2004. On August 13, 2007, we changed our name from Stone
Mountain Resources, Inc. to Kandi Technologies, Corp. On December 21, 2012, we changed our name from Kandi Technologies, Corp.
to Kandi Technologies Group, Inc.
Headquartered
in Jinhua City, Zhejiang Province, China, the Company is one of the China’s leading producers and manufacturers of electric
vehicle (“EV”) parts and off-road vehicles for sale primarily in China. The Company conducts its primary business
operations through its wholly-owned subsidiary, Zhejiang Kandi Vehicles Co., Ltd. (“Kandi Vehicles”), and the partially
and wholly-owned subsidiaries of Kandi Vehicles.
Our
Business
Our
primary business is designing, developing, manufacturing and commercializing EV products, EV parts and off-road vehicles, for
the PRC primarily and global markets.
According
to our market research on consumer demand trends, we have adjusted our production line strategically and continue to develop and
manufacture new products in an effort to meet market demands and better serve our customers
.
The
following table summarizes our revenues as well as the number of units sold by product type for the years ended December 31, 2016,
2015 and 2014:
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Years
Ended December 31,
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2016
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2015
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2014
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Sales
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Sales
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Sales
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EV parts
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$
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120,079,312
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$
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196,053,058
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$
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116,431,309
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EV products
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3,718,291
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-
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33,978,619
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Off-road vehicles
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5,694,410
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5,016,115
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19,819,078
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Total
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$
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129,492,013
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$
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201,069,173
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$
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170,229,006
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Corporate
Structure
Our
current corporate structure is set forth in the diagram below:
Operating
Subsidiaries:
Pursuant
to agreements executed in January 2011, Kandi Vehicles is entitled to 100% of the economic benefits, voting rights and residual
interests (100% of profits and losses) of Jinhua Kandi New Energy Vehicles Co., Ltd. (“Kandi New Energy”). Kandi New
Energy currently holds battery pack production licensing rights and supplies battery packs to the JV Company (as such term is
defined below). In April 2012, pursuant to a share exchange agreement, the Company acquired 100% of Yongkang Scrou Electric Co,
Ltd. (“Yongkang Scrou”), a manufacturer of automobile and EV parts. Yongkang Scrou currently manufactures and sells
EV drive motors, EV controllers, air conditioners and other electric products to the JV Company.
In
March 2013, pursuant to a joint venture agreement (the “JV Agreement”) entered into by Kandi Vehicles and Shanghai
Maple Guorun Automobile Co., Ltd. (“Shanghai Guorun”), a 99%-owned subsidiary of Geely Automobile Holdings Ltd. (“Geely”),
the parties established Zhejiang Kandi Electric Vehicles Co., Ltd. (the “JV Company”) to develop, manufacture and
sell EV products and related auto parts. Each of Kandi Vehicles and Shanghai Guorun has 50% ownership interest in the JV Company.
In March 2014, the JV Company changed its name to Kandi Electric Vehicles Group Co., Ltd. At present, the JV Company is a holding
company and all products are manufactured by its subsidiaries. In an effort to improve the JV Company’s development, Zhejiang
Geely Holding Group, the parent company of Geely, became the JV Company’s -shareholder on October 26, 2016, through its
purchase of the 50% equity of the JV Company held by Shanghai Guorun at a premium price (a price exceeding the cash amount of
the aggregate of the original investment and the shared profits over the years). On May 19, 2017, due to business development,
Geely Holding entrusted Hu Xiaoming, Chairman of the Board of the JV Company, to hold 19% equity of the JV Company from its 50%
holding of the JV Company on behalf of Geely Holding as a nominal holder. On the same day, Geely Holding transferred its remaining
31% equity in the JV Company to Geely Group (Ningbo) Ltd., a company wholly owned by Li Shufu, Chairman of the Board of Geely
Holding. On May 25, 2017, Mr. Hu pledged its 19% equity in the JV Company held on behalf of Geely Holding to Geely Holding. On
June 30, 2017, due to the JV Company’s operational needs, Kandi Vehicle pledged its 50% equity in the JV Company to Geely
Holding as counter-guarantee because Geely Holding provides 100% guarantee on the JV Company’s borrowings. Despite of the
pledge, guarantee and counter-guarantee arrangements stated above, there is no change in control with respect to the 50% ownership
held by each shareholder of the JV Company.
In
March 2013, Kandi Vehicles formed Kandi Electric Vehicles (Changxing) Co., Ltd. (“Kandi Changxing”) in the Changxing
(National) Economic and Technological Development Zone. Kandi Changxing is engaged in the production of EV products. In the fourth
quarter of 2013, Kandi Vehicles entered into an ownership transfer agreement with the JV Company pursuant to which Kandi Vehicles
transferred 100% of its ownership in Kandi Changxing to the JV Company. The Company, indirectly through its 50% ownership interest
in the JV Company, has a 50% economic interest in Kandi Changxing.
In
July 2013, Zhejiang ZuoZhongYou Electric Vehicle Service Co., Ltd. (the “Service Company”) was formed. The Service
Company is engaged in various pure EV leasing businesses, generally referred to as the Micro Public Transportation (“MPT”)
program. The Company, through Kandi Vehicles, has 9.5% ownership interest in the Service Company.
In
November 2013, Kandi Electric Vehicles Jinhua Co., Ltd. (“Kandi Jinhua”) was formed by the JV Company. The JV Company
has a 100% ownership interest in Kandi Jinhua, and the Company, indirectly through its 50% ownership interest in the JV Company,
has a 50% economic interest in Kandi Jinhua.
In
November 2013, Zhejiang JiHeKang Electric Vehicle Sales Co., Ltd. (“JiHeKang”) was formed by the JV Company. JiHeKang
is engaged in the car sales business. The JV Company has a 100% ownership interest in JiHeKang, and the Company, indirectly through
its 50% ownership interest in the JV Company, has a 50% economic interest in JiHeKang.
In
December 2013, the JV Company entered into an ownership transfer agreement with Shanghai Guorun, pursuant to which the JV Company
acquired a 100% ownership interest in Kandi Electric Vehicles (Shanghai) Co., Ltd. (“Kandi Shanghai”). As a result,
Kandi Shanghai is a wholly-owned subsidiary of the JV Company, and the Company, indirectly through its 50% ownership interest
in the JV Company, has a 50% economic interest in Kandi Shanghai.
In
January 2014, Kandi Electric Vehicles Jiangsu Co., Ltd. (“Kandi Jiangsu”) was formed by the JV Company. The JV Company
has a 100% ownership interest in Kandi Jiangsu, and the Company, indirectly through its 50% ownership interest in the JV Company,
has a 50% economic interest in Kandi Jiangsu. Kandi Jiangsu is mainly engaged in EV research and development, manufacturing, and
sales.
In
November 2015, Hangzhou Puma Investment Management Co., Ltd. (“Puma Investment”) was formed by the JV Company. Puma
Investment provides investment and consulting services. The JV Company has a 50% ownership interest in Puma Investment(the other
50% is owned by Zuozhongyou Electric Vehicles Service (Hangzhou) Co.,Ltd., a subsidiary of the Service Company), and the Company,
indirectly through the JV Company, has a 25% economic interest in Puma Investment. The other 50% ownership interest is held by
the Service Company.
In
November 2015, Hangzhou JiHeKang Electric Vehicle Service Co., Ltd. (the “JiHeKang Service Company”) was formed by
the JV Company. The JiHeKang Service Company focuses on after-market services for EV products. The JV Company has a 100% ownership
interest in the JiHeKang Service Company, and the Company, indirectly through the JV Company, has a 50% economic interest in the
JiHeKang Service Company.
In
January 2016, Kandi Electric Vehicles (Wanning) Co., Ltd. (“Kandi Wanning”) was renamed Kandi Electric Vehicles (Hainan)
Co., Ltd. (“Kandi Hainan”). Kandi Hainan was originally formed in Wanning City in Hainan Province by Kandi Vehicles
and Kandi New Energy in April 2013, and was transferred to Haikou City in January 2016. Kandi Vehicles has a 90% ownership interest
in Kandi Hainan, and Kandi New Energy has the remaining 10% ownership interest. In fact, Kandi Vehicles is, effectively, entitled
to 100% of the economic benefits, voting rights and residual interests (100% of the profits and losses) of Kandi Hainan as Kandi
Vehicles is entitled to 100% of the economic benefits, voting rights and residual interests of Kandi New Energy.
In
August 2016, Jiangsu JiDian Electric Vehicle Sales Co., Ltd. (“Jiangsu JiDian”) was formed by JiHeKang. Jiangsu JiDian
is engaged in the car sales business. Since JiHeKang is 100% owned by the JV Company, the JV Company has a 100% ownership interest
in Jiangsu JiDian, and the Company, indirectly through its 50% ownership interest in the JV Company, has a 50% economic interest
in Jiangsu JiDian.
In
October 2016, JiHeKang acquired Tianjin BoHaiWan Vehicle Sales Co., Ltd. (“Tianjin BoHaiWan”), which is engaged in
the car sales business. Since JiHeKang is 100% owned by the JV Company, the JV Company has a 100% ownership interest in Tianjin
BoHaiWan, and the Company, indirectly through its 50% ownership interest in the JV Company, has a 50% economic interest in Tianjin
BoHaiWan.
In
November 2016, Changxing Kandi Vehicle Maintenance Co., Ltd. (“Changxing Maintenance”) was formed by Kandi Changxing.
Changxing Maintenance is engaged in the car repair and maintenance business. Since Kandi Changxing is 100% owned by the JV Company,
the JV Company has a 100% ownership interest in Changxing Maintenance, and the Company, indirectly through its 50% ownership interest
in the JV Company, has a 50% economic interest in Changxing Maintenance.
In
March 2017, Hangzhou Liuchuang Electric Vehicle Technology Co., Ltd.(“Liuchuang”) was formed by Kandi Jiangsu. Since
Kandi Jiangsu is 100% owned by the JV Company, the JV Company has a 100% ownership interest in Liuchuang, and the Company, indirectly
through its 50% ownership interest in the JV Company, has a 50% economic interest in Liuchuang.
In
April 2017, in order to promote business development, Kandi Jinhua, JiHeKang, and JiHeKang Service Company were reorganized to
become subsidiaries of Kandi Jiangsu. As the JV Company has a 100% ownership interest in Kandi Jiangsu, the JV Company has 100%
ownership interests in Kandi Jinhua, JiHeKang, and JiHeKang Service Company, and the Company, indirectly through its 50% ownership
interest in the JV Company, has a 50% economic interest in Kandi Jinhua, JiHeKang, and JiHeKang Service Company.
Our
Corporate Information
We
are headquartered in Zhejiang Province in China. Our principal executive offices are located at Jinhua City Industrial Zone, Jinhua,
Zhejiang Province, People’s Republic of China, Post Code 321016, and our telephone number at this location is +86-579-82239856.
Our website address is
http://www.kandivehicle.com.
Information contained on our website is not incorporated by reference
into this prospectus and you should not consider information on our website to be part of this prospectus.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before making any investment decision, you should carefully consider
the risk factors set forth below, the information under the caption “Risk Factors” in any applicable prospectus supplement,
any related free writing prospectus that we may authorize to be provided to you and the information under the caption “Risk
Factors” in our annual report on Form 10-K and quarterly report on Form 10-Q that are incorporated by reference in this
prospectus, as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act.
These
risks could materially affect our business, results of operation or financial condition and affect the value of our securities.
Additional risks and uncertainties that are not yet identified may also materially harm our business, operating results and financial
condition and could result in a complete loss of your investment. You could lose all or part of your investment. For more information,
see “Where You Can Find More Information.”
Risks
Related to Our Securities and the Offering
Future
sales or other dilution of our equity could depress the market price of our common stock.
Sales
of our common stock, preferred stock, warrants, rights or convertible debt securities, or any combination of the foregoing, in
the public market, or the perception that such sales could occur, could negatively impact the price of our common stock.
In
addition, the issuance of additional shares of our common stock, securities convertible into or exercisable for our common stock,
other equity-linked securities, including preferred stock, warrants or rights or any combination of these securities pursuant
to this prospectus will dilute the ownership interest of our common shareholders and could depress the market price of our common
stock and impair our ability to raise capital through the sale of additional equity securities.
We
may need to seek additional capital. If this additional financing is obtained through the issuance of equity securities, debt
securities convertible into equity or options, warrants or rights to acquire equity securities, our existing shareholders could
experience significant dilution upon the issuance, conversion or exercise of such securities.
Our
management will have broad discretion over the use of the proceeds we receive from the sale our securities pursuant to this prospectus
and might not apply the proceeds in ways that increase the value of your investment.
Our
management will have broad discretion to use the net proceeds from any offerings under this prospectus, and you will be relying
on the judgment of our management regarding the application of these proceeds. Except as described in any prospectus supplement
or in any related free writing prospectus that we may authorize to be provided to you, the net proceeds received by us from our
sale of the securities described in this prospectus will be added to our general funds and will be used for general corporate
purposes. Our management might not apply the net proceeds from offerings of our securities in ways that increase the value of
your investment and might not be able to yield a significant return, if any, on any investment of such net proceeds. You may not
have the opportunity to influence our decisions on how to use such proceeds.
RATIO
OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of
earnings to fixed charges for each of the periods indicated. The information set forth in the table should be read in conjunction
with the financial information incorporated by reference into this prospectus.
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Six
Months Ended June 30,
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Years
Ended December 31,
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2017
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2016
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2015
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2014
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2013
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2012
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RATIO
OF EARNINGS TO FIXED CHARGES
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-
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*
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1.8
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5.0
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3.9
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-
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*
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3.8
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*
For the six months ended June 30, 2017 and the year ended December 31, 2013, we incurred losses from operations, and as a result,
our earnings were insufficient to cover our fixed charges by $2.2 million and $4.4 million, respectively.
USE
OF PROCEEDS
Except
as may be stated in the applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided
to you, we intend to use the net proceeds we receive from the sale of the securities offered by this prospectus for general corporate
purposes, which may include, among other things, repayment of debt, repurchases of common stock, capital expenditures, the financing
of possible acquisitions or business expansions, increasing our working capital and the financing of ongoing operating expenses
and overhead.
DESCRIPTION
OF CAPITAL STOCK
The
following is a summary of our capital stock and certain provisions of our certificate of incorporation and bylaws. This summary
does not purport to be complete and is qualified in its entirety by the provisions of our certificate of incorporation, as amended,
our bylaws and applicable provisions of the Delaware General Corporation Law or the DGCL.
See
“Where You Can Find More Information” elsewhere in this prospectus for information on where you can obtain copies
of our certificate of incorporation and our bylaws, which have been filed with and are publicly available from the SEC. Our authorized
capital stock consists of 100,000,000 shares of common stock, par value $0.001, and 10,000,000 shares of preferred stock, par
value $0.001.
DESCRIPTION
OF COMMON STOCK
As
of October 9, 2017, there were 48,034,038 shares of our common stock issued and outstanding, held by approximately 23 stockholders
of record.
Our
common stock is currently traded on the NASDAQ Global Select Market under the symbol “KNDI.”
The
holders of our common stock are entitled to one vote per share on all matters submitted to a vote of our stockholders and do not
have cumulative voting rights. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election
of directors may elect all of the directors standing for election. The holders of outstanding shares of common stock are entitled
to receive ratably any dividends declared by our board of directors out of assets legally available. Upon our liquidation, dissolution
or winding up, holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities
and the liquidation preference of any then outstanding shares of preferred stock. Holders of common stock have no preemptive or
conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to our common stock.
Corporate Stock Transfer, 3200 Cherry Creek Drive South, Suite 4301, Denver, Colorado 80209, is the registrar and transfer agent
of our common stock.
All
issued and outstanding shares of common stock are fully paid and nonassessable. Shares of our common stock that may be offered,
from time to time, under this prospectus will be fully paid and nonassessable.
Delaware
Anti-Takeover Provisions
We
are subject to Section 203 of the Delaware General Corporation Law, which prohibits a publicly-held Delaware corporation from
engaging in a “business combination,” except under certain circumstances, with an “interested stockholder”
for a period of three years following the date such person became an “interested stockholder” unless:
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before
such person became an interested stockholder, the board of directors of the corporation
approved either the business combination or the transaction that resulted in the interested
stockholder becoming an interested stockholder;
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upon
the consummation of the transaction that resulted in the interested stockholder becoming
an interested stockholder, the interested stockholder owned at least 85% of the voting
stock of the corporation outstanding at the time the transaction commenced, excluding
shares held by directors who also are officers of the corporation and shares held by
employee stock plans; or
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at
or following the time such person became an interested stockholder, the business combination
is approved by the board of directors of the corporation authorized at a meeting of stockholders
by the affirmative vote of the holders of 66 ⅔% of the outstanding voting stock
of the corporation which is not owned by the interested stockholder.
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The
term “interested stockholder” generally is defined as a person who, together with affiliates and associates, owns,
or, within the three years prior to the determination of interested stockholder status, owned, 15% or more of a corporation’s
outstanding voting stock. The term “business combination” includes mergers, asset or stock sales and other similar
transactions resulting in a financial benefit to an interested stockholder. Section 203 makes it more difficult for an “interested
stockholder” to effect various business combinations with a corporation for a three-year period. The existence of this provision
would be expected to have an anti-takeover effect with respect to transactions not approved in advance by our board of directors,
including discouraging attempts that might result in a premium over the market price for the shares of common stock held by stockholders.
Presently, we have not opted out of this provision.
DESCRIPTION
OF PREFERRED STOCK
As
of October 9, 2017, no shares of preferred stock had been issued or were outstanding.
Our
board of directors has the authority to issue up to 10,000,000 shares of preferred stock in one or more series and to determine
the rights and preferences of the shares of any such series without stockholder approval. Our board of directors may issue preferred
stock in one or more series and has the authority to fix the designation and powers, rights and preferences and the qualifications,
limitations or restrictions with respect to each class or series of such class without further vote or action by the stockholders,
unless action is required by applicable law or the rules of any stock exchange on which our securities may be listed. The ability
of our board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or
preventing a change of control of us or the removal of existing management. Further, our board of director may authorize the issuance
of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders
of our common stock. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of our common
stock.
We
will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from
reports that we file with the SEC, the form of any certificate of designation that describes the terms of the series of preferred
stock we are offering before the issuance of that series of preferred stock. This description will include, but not be limited
to, the following:
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the
title and stated value;
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the
number of shares we are offering;
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the
liquidation preference per share;
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the
dividend rate, period and payment date and method of calculation for dividends;
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whether
dividends will be cumulative or non-cumulative and, if cumulative, the date from which
dividends will accumulate;
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the
provisions for a sinking fund, if any;
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the
provisions for redemption or repurchase, if applicable, and any restrictions on our ability
to exercise those redemption and repurchase rights;
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whether
the preferred stock will be convertible into our common stock, and, if applicable, the
conversion price, or how it will be calculated, and the conversion period;
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whether
the preferred stock will be exchangeable into debt securities, and, if applicable, the
exchange price, or how it will be calculated, and the exchange period;
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voting
rights, if any, of the preferred stock;
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preemptive
rights, if any;
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restrictions
on transfer, sale or other assignment, if any;
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a
discussion of any material United States federal income tax considerations applicable
to the preferred stock;
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the
relative ranking and preferences of the preferred stock as to dividend rights and rights
if we liquidate, dissolve or wind up our affairs;
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any
limitations on the issuance of any class or series of preferred stock ranking senior
to or on a parity with the series of preferred stock as to dividend rights and rights
if we liquidate, dissolve or wind up our affairs; and
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any
other specific terms, preferences, rights or limitations of, or restrictions on, the
preferred stock.
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DESCRIPTION
OF DEBT SECURITIES
We
may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible
debt. When we offer to sell debt securities, we will describe the specific terms of any debt securities offered from time to time
in a supplement to this prospectus, which may supplement or change the terms outlined below. Senior debt securities will be issued
under one or more senior indentures, dated as of a date prior to such issuance, between us and a trustee to be named in a prospectus
supplement, as amended or supplemented from time to time. Any subordinated debt securities will be issued under one or more subordinated
indentures, dated as of a date prior to such issuance, between us and a trustee to be named in a prospectus supplement, as amended
or supplemented from time to time. The indentures will be subject to and governed by the Trust Indenture Act of 1939, as amended.
Before
we issue any debt securities, the form of indentures will be filed with the SEC and incorporated by reference as an exhibit to
the registration statement of which this prospectus is a part or as an exhibit to a current report on Form 8-K. For the complete
terms of the debt securities, you should refer to the applicable prospectus supplement and the form of indentures for those particular
debt securities. We encourage you to read the applicable prospectus supplement and the form of indenture for those particular
debt securities before you purchase any of our debt securities.
We
will describe in the applicable prospectus supplement the terms of the series of debt securities being offered, including:
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whether
or not such debt securities are guaranteed;
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the
principal amount being offered, and if a series, the total amount authorized and the
total amount outstanding;
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any
limit on the amount that may be issued;
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whether
or not we will issue the series of debt securities in global form, the terms and who
the depositary will be;
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the
annual interest rate, which may be fixed or variable, or the method for determining the
rate and the date interest will begin to accrue, the dates interest will be payable and
the regular record dates for interest payment dates or the method for determining such
dates;
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whether
or not the debt securities will be secured or unsecured, and the terms of any secured
debt;
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the
terms of the subordination of any series of subordinated debt;
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the
place where payments will be payable;
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restrictions
on transfer, sale or other assignment, if any;
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our
right, if any, to defer payment of interest and the maximum length of any such deferral
period;
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the
date, if any, after which, and the price at which, we may, at our option, redeem the
series of debt securities pursuant to any optional or provisional redemption provisions
and the terms of those redemption provisions;
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the
date, if any, on which, and the price at which we are obligated, pursuant to any mandatory
sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s
option to purchase, the series of debt securities and the currency or currency unit in
which the debt securities are payable;
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any
restrictions our ability and/or the ability of our subsidiaries to:
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incur
additional indebtedness;
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issue
additional securities;
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pay
dividends and make distributions in respect of our capital stock and the capital stock
of our subsidiaries;
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place
restrictions on our subsidiaries’ ability to pay dividends, make distributions
or transfer assets;
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make
investments or other restricted payments;
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sell
or otherwise dispose of assets;
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enter
into sale-leaseback transactions;
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engage
in transactions with stockholders and affiliates;
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issue
or sell stock of our subsidiaries; or
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effect
a consolidation or merger;
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whether
the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based,
asset-based or other financial ratios;
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a
discussion of any material United States federal income tax considerations applicable
to the debt securities;
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information
describing any book-entry features;
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provisions
for a sinking fund purchase or other analogous fund, if any;
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the
denominations in which we will issue the series of debt securities;
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the
currency of payment of debt securities if other than U.S. dollars and the manner of determining
the equivalent amount in U.S. dollars; and
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any
other specific terms, preferences, rights or limitations of, or restrictions on, the
debt securities, including any additional events of default or covenants provided with
respect to the debt securities, and any terms that may be required by us or advisable
under applicable laws or regulations.
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Conversion
or Exchange Rights
We
will set forth in the prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable
for our common stock or our other securities. We will include provisions as to whether conversion or exchange is mandatory, at
the option of the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock
or our other securities that the holders of the series of debt securities receive would be subject to adjustment.
DESCRIPTION
OF WARRANTS
We
may issue warrants for the purchase of common stock, preferred stock and/or debt securities in one or more series. We may issue
warrants independently or together with common stock, preferred stock and/or debt securities, and the warrants may be attached
to or separate from these securities. While the terms summarized below will apply generally to any warrants that we may offer,
we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. The terms
of any warrants offered under a prospectus supplement may differ from the terms described below.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from
reports that we file with the SEC, the form of warrant agreement, including a form of warrant certificate, that describes the
terms of the particular series of warrants we are offering before the issuance of the related series of warrants. The following
summaries of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by
reference to, all the provisions of the warrant agreement and warrant certificate applicable to the particular series of warrants
that we may offer under this prospectus. We urge you to read the applicable prospectus supplements related to the particular series
of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the complete warrant
agreements and warrant certificates that contain the terms of the warrants.
General
We
will describe in the applicable prospectus supplement the terms of the series of warrants being offered, including:
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the
offering price and aggregate number of warrants offered;
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the
currency for which the warrants may be purchased;
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if
applicable, the designation and terms of the securities with which the warrants are issued
and the number of warrants issued with each such security or each principal amount of
such security;
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if
applicable, the date on and after which the warrants and the related securities will
be separately transferable;
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in
the case of warrants to purchase debt securities, the principal amount of debt securities
purchasable upon exercise of one warrant and the price at, and currency in which, this
principal amount of debt securities may be purchased upon such exercise;
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in
the case of warrants to purchase common stock or preferred stock, the number of shares
of common stock or preferred stock, as the case may be, purchasable upon the exercise
of one warrant and the price at which these shares may be purchased upon such exercise;
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the
effect of any merger, consolidation, sale or other disposition of our business on the
warrant agreements and the warrants;
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the
terms of any rights to redeem or call the warrants;
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any
provisions for changes to or adjustments in the exercise price or number of securities
issuable upon exercise of the warrants;
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the
dates on which the right to exercise the warrants will commence and expire;
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the
manner in which the warrant agreements and warrants may be modified;
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a
discussion of any material or special United States federal income tax consequences of
holding or exercising the warrants;
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the
terms of the securities issuable upon exercise of the warrants; and
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any
other specific terms, preferences, rights or limitations of or restrictions on the warrants.
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Before
exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such
exercise, including:
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in
the case of warrants to purchase debt securities, the right to receive payments of principal
of, or premium, if any, or interest on, the debt securities purchasable upon exercise
or to enforce covenants in the applicable indenture; or
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in
the case of warrants to purchase common stock or preferred stock, the right to receive
dividends, if any, or payments upon our liquidation, dissolution or winding up or to
exercise voting rights, if any.
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Exercise
of Warrants
Each
warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise
price that we describe in the applicable prospectus supplement. Holders of the warrants may exercise the warrants at any time
up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of
business on the expiration date, unexercised warrants will become void.
Holders
of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together
with specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in
the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus
supplement the information that the holder of the warrant will be required to deliver to the warrant agent.
If
fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate
for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender
securities as all or part of the exercise price for warrants.
DESCRIPTION
OF RIGHTS
We
may issue rights to purchase our common stock or preferred stock, in one or more series. Rights may be issued independently or
together with any other offered security and may or may not be transferable by the person purchasing or receiving the subscription
rights. In connection with any rights offering to our stockholders, we may enter into a standby underwriting arrangement with
one or more underwriters pursuant to which such underwriters will purchase any offered securities remaining unsubscribed after
such rights offering. In connection with a rights offering to our stockholders, we will distribute certificates evidencing the
rights and a prospectus supplement to our stockholders on the record date that we set for receiving rights in such rights offering.
The applicable prospectus supplement or free writing prospectus will describe the following terms of rights in respect of which
this prospectus is being delivered:
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the
title of such rights;
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the
securities for which such rights are exercisable;
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the
exercise price for such rights;
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the
date of determining the security holders entitled to the rights distribution;
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the
number of such rights issued to each security holder;
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the
extent to which such rights are transferable;
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if
applicable, a discussion of the material United States federal income tax considerations
applicable to the issuance or exercise of such rights;
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the
date on which the right to exercise such rights shall commence, and the date on which
such rights shall expire (subject to any extension);
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the
conditions to completion of the rights offering;
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any
provisions for changes to or adjustments in the exercise price or number of securities
issuable upon exercise of the rights;
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the
extent to which such rights include an over-subscription privilege with respect to unsubscribed
securities;
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if
applicable, the material terms of any standby underwriting or other purchase arrangement
that we may enter into in connection with the rights offering; and
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any
other terms of such rights, including terms, procedures and limitations relating to the
exchange and exercise of such rights.
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Each
right will entitle the holder thereof the right to purchase for cash such amount of shares of common stock or preferred stock,
or any combination thereof, at such exercise price as shall in each case be set forth in, or be determinable as set forth in,
the prospectus supplement relating to the rights offered thereby. Rights may be exercised at any time up to the close of business
on the expiration date for such rights set forth in the prospectus supplement. After the close of business on the expiration date,
all unexercised rights will become void. Rights may be exercised as set forth in the prospectus supplement relating to the rights
offered thereby. Upon receipt of payment and the proper completion and due execution of the rights certificate at the office of
the rights agent, if any, or any other office indicated in the prospectus supplement, we will forward, as soon as practicable,
the shares of common stock and/or preferred stock purchasable upon such exercise. We may determine to offer any unsubscribed offered
securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination
of such methods, including pursuant to standby underwriting arrangements, as set forth in the applicable prospectus supplement.
DESCRIPTION
OF UNITS
As
specified in the applicable prospectus supplement, we may issue, in one more series, units consisting of common stock, preferred
stock, debt securities and/or warrants or rights for the purchase of common stock, preferred stock and/or debt securities in any
combination. The applicable prospectus supplement will describe: .
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the
securities comprising the units, including whether and under what circumstances the securities
comprising the units may be separately traded;
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the
terms and conditions applicable to the units, including a description of the terms of
any applicable unit agreement governing the units; and
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a
description of the provisions for the payment, settlement, transfer or exchange of the
units.
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the
terms and conditions applicable to the units, including a description of the terms of
any applicable unit agreement governing the units; and
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a
description of the provisions for the payment, settlement, transfer or exchange of the
units.
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PLAN
OF DISTRIBUTION
The
securities covered by this prospectus may be offered and sold from time to time pursuant to one or more of the following methods:
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to
or through underwriters;
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to
or through broker-dealers (acting as agent or principal);
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in
“at the market offerings” within the meaning of Rule 415(a)(4) of the Securities
Act, to or through a market maker or into an existing trading market, on an exchange,
or otherwise;
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directly
to purchasers, through a specific bidding or auction process or otherwise; or
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through
a combination of any such methods of sale.
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Agents,
underwriters or broker-dealers may be paid compensation for offering and selling the securities. That compensation may be in the
form of discounts, concessions or commissions to be received from us, from the purchasers of the securities or from both us and
the purchasers. Any underwriters, dealers, agents or other investors participating in the distribution of the securities may be
deemed to be “underwriters,” as that term is defined in the Securities Act, and compensation and profits received
by them on sale of the securities may be deemed to be underwriting commissions, as that term is defined in the rules promulgated
under the Securities Act.
Each
time securities are offered by this prospectus, the prospectus supplement, if required, will set forth:
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the
name of any underwriter, dealer or agent involved in the offer and sale of the securities;
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the
terms of the offering;
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any
discounts concessions or commissions and other items constituting compensation received
by the underwriters, broker-dealers or agents;
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any
over-allotment option under which any underwriters may purchase additional securities
from us; and
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any
initial public offering price.
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The
securities may be sold at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices
relating to the prevailing market prices or at negotiated prices. The distribution of securities may be effected from time to
time in one or more transactions, by means of one or more of the following transactions, which may include cross or block trades:
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transactions
on the NASDAQ Global Select Market or any other organized market where the securities
may be traded;
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in
the over-the-counter market;
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in
negotiated transactions;
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under
delayed delivery contracts or other contractual commitments; or
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a
combination of such methods of sale.
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If
underwriters are used in a sale, securities will be acquired by the underwriters for their own account and may be resold from
time to time in one or more transactions. Our securities may be offered to the public either through underwriting syndicates represented
by one or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriter or underwriters
are used in the sale of securities, an underwriting agreement will be executed with the underwriter or underwriters at the time
an agreement for the sale is reached. This prospectus and the prospectus supplement will be used by the underwriters to resell
the shares of our securities.
If
5% or more of the net proceeds of any offering of our securities made under this prospectus will be received by a FINRA member
participating in the offering or affiliates or associated persons of such FINRA member, the offering will be conducted in accordance
with FINRA Rule 5121.
To
comply with the securities laws of certain states, if applicable, the securities offered by this prospectus will be offered and
sold in those states only through registered or licensed brokers or dealers.
Agents,
underwriters and dealers may be entitled under agreements entered into with us to indemnification by us against specified liabilities,
including liabilities incurred under the Securities Act, or to contribution by us to payments they may be required to make in
respect of such liabilities. The prospectus supplement will describe the terms and conditions of such indemnification or contribution.
Some of the agents, underwriters or dealers, or their respective affiliates, may be customers of, engage in transactions with
or perform services for us in the ordinary course of business. We will describe in the prospectus supplement naming the underwriter
the nature of any such relationship.
Certain
persons participating in the offering may engage in over-allotment, stabilizing transactions, short-covering transactions and
penalty bids in accordance with Regulation M under the Exchange Act. We make no representation or prediction as to the direction
or magnitude of any effect that such transactions may have on the price of the securities. For a description of these activities,
see the information under the heading “Underwriting” in the applicable prospectus supplement.
LEGAL
MATTERS
The
validity of the securities offered in this prospectus will be passed upon for us by Pryor Cashman LLP.
EXPERTS
The
consolidated financial statements as of December 31, 2016 and 2015 of Kandi Technology Group, Inc. and for each of the years in
the three-year period ended December 31, 2016 which includes the schedules to the consolidated financial statements and the effectiveness
of internal control over financial reporting as of December 31, 2016, have been incorporated by reference in the registration
statement in reliance on the report of BDO China Shu Lun Pan Certified Public Accountants LLP, an independent registered public
accounting firm, and upon the authority of said firm as experts in accounting and auditing.
The
consolidated financial statements as of December 31, 2016 and 2015 of Kandi Electric Vehicles Group Co., Ltd., and for each of
the years in the three-year period ended December 31, 2016 which includes the schedules to the consolidated financial statements,
have been incorporated by reference in the registration statement in reliance on the report of BDO China Shu Lun Pan Certified
Public Accountants LLP, an independent registered public accounting firm, and upon the authority of said firm as experts in accounting
and auditing.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” the information we file with them into this prospectus. This means that
we can disclose important information about us and our financial condition to you by referring you to another document filed separately
with the SEC instead of having to repeat the information in this prospectus. The information incorporated by reference is considered
to be part of this prospectus and later information that we file with the SEC will automatically update and supersede this information.
This prospectus incorporates by reference any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act, between the date of the initial registration statement and prior to effectiveness of the registration statement
and the documents listed below that we have previously filed with the SEC:
|
●
|
our
Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on
March 16, 2017;
|
|
●
|
our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed with the SEC
on May 10, 2017;
|
|
●
|
our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 filed with the SEC
on August 9, 2017;
|
|
●
|
our Current Reports on Form 8-K, filed with the SEC on March 13, 2017 and May 4, 2017; and
|
|
●
|
the
description of our common stock contained in the registration statement on Form 8-A,
dated March 17, 2008, File No. 001-33997, and any other amendment or report filed for
the purpose of updating such description.
|
We
also incorporate by reference all documents that we file with the SEC on or after the effective time of this prospectus pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the sale of all the securities registered hereunder or
the termination of the registration statement. Nothing in this prospectus shall be deemed to incorporate information furnished
but not filed with the SEC.
Any
statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus
shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or
in the applicable prospectus supplement or in any other subsequently filed document that also is or is deemed to be incorporated
by reference modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
You
may request a copy of the filings incorporated herein by reference, including exhibits to such documents that are specifically
incorporated by reference, at no cost, by writing or calling us at the following address or telephone number:
Kandi
Technologies Group, Inc
.
|
Jinhua
City Industrial Zone
|
Jinhua,
Zhejiang Province
|
People’s
Republic of China
|
Post
Code 321016
|
Attn:
Zhu Xiaoying
|
+86-579-82239856
|
Statements
contained in this prospectus as to the contents of any contract or other documents are not necessarily complete, and in each instance
you are referred to the copy of the contract or other document filed as an exhibit to the registration statement or incorporated
herein, each such statement being qualified in all respects by such reference and the exhibits and schedules thereto.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus is part of a registration statement on Form S-3 that we filed with the SEC registering the securities that may be offered
and sold hereunder. The registration statement, including exhibits thereto, contains additional relevant information about us
and these securities, as permitted by the rules and regulations of the SEC, we have not included in this prospectus. A copy of
the registration statement can be obtained at the address set forth below or at the SEC’s website as noted below. You should
read the registration statement, including any applicable prospectus supplement, for further information about us and these securities.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available
to the public over the Internet at the SEC’s website at http:/www.sec.gov. You may also read and copy any document we file
at the SEC’s public reference room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the operation of the public reference room. Because our common stock is listed on the NASDAQ Global Select
Market, you may also inspect reports, proxy statements and other information at the offices of the NASDAQ Global Select Market.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following table sets forth all expenses payable by us in connection with the offering of our securities being registered hereby.
All amounts shown are estimates except the SEC registration fee.
SEC registration fee
|
|
$
|
37,350
|
|
Legal fees and expenses
|
|
|
*
|
|
Accounting fees and expenses
|
|
|
*
|
|
Printing and miscellaneous expenses
|
|
|
*
|
|
|
|
|
|
|
Total expenses
|
|
$
|
*
|
|
*
Estimated expenses are presently not known and cannot be estimated.
Item
15. Indemnification of Directors and Officers.
Section
145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and agents of the
corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, in connection
with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by
or in the right of the corporation, as a derivative action), if they acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of actions by or in the right
of the corporation, except that indemnification only extends to expenses (including attorneys’ fees) actually and reasonably
incurred in connection with the defense or settlement of such action, and no indemnification shall be made where the person seeking
indemnification has been found liable to the corporation, unless and only to the extent that a court determines is fair and reasonable
in view of all circumstances.
Our
Certificate of Incorporation provides that no director shall be personally liable to our company or its stockholders for monetary
damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director
derived an improper personal benefit.
We
may enter into indemnification agreements with each of our directors and officers that are, in some cases, broader than the specific
indemnification provisions permitted by Delaware law, and that may provide additional procedural protection. At present, we have
not entered into any indemnification agreements with our directors or officers, but may choose to do so in the future. We have
purchased directors and officers liability insurance for our directors and officers.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling
persons pursuant to our charter documents or the DGCL, or otherwise, we have been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by a director, officer
or controlling person of our company in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it us against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.
At
present, there is no pending litigation or proceeding involving any of our directors, officers or employees in which indemnification
is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.
Item
16. Exhibits and Financial Schedule
See
the Exhibit Index attached to this registration statement and incorporated herein by reference.
Item
17. Undertakings.
The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to
reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement;
provided,
however
, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act, that are incorporated by reference in this registration statement, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
(2) That,
for the purposes of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be
deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That,
for the purpose of determining liability under the Securities Act to any purchaser:
(i) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That,
for the purpose of determining liability of a Registrant under the Securities Act to any purchaser in the initial distribution
of the securities:
The
undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications the undersigned Registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
(i) any
preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule
424;
(ii) any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to
by the undersigned Registrant;
(iii) the
portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant
or its securities provided by or on behalf of the undersigned Registrant; and
(iv) any
other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(6) The
undersigned registrant hereby undertakes that:
(i) For
purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon rule 430A and contained in a form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the
time it was declared effective.
(ii) For
the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The
Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering thereof.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the indemnification provisions described herein, or otherwise, the Registrant has been advised that
in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Jinhua, the People’s Republic of China on the 11
th
day of October,
2017.
|
KANDI TECHNOLOGIES GROUP, INC.
|
|
|
|
|
By:
|
/s/ Hu Xiaoming
|
|
|
Hu
Xiaoming
|
|
|
Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
|
Each
person whose signature appears below constitutes and appoints Hu Xiaoming and Mei Bing as his true and lawful attorneys-in-fact
and agents, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on
Form S-3 and any subsequent registration statement the Registrant may hereafter file with the Securities and Exchange Commission
pursuant to Rule 462 under the Securities Act to register additional securities in connection with this registration statement,
and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents
and purposes, as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Hu Xiaoming
|
|
Chairman
of the Board of Directors,
|
|
|
Hu
Xiaoming
|
|
President
and Chief Executive
|
|
October
11, 2017
|
|
|
Officer
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/
Mei Bing
|
|
Chief
Financial Officer (Principal
|
|
|
Mei
Bing
|
|
Financial
Officer and Principal
|
|
October
11, 2017
|
|
|
Accounting
Officer) and Director
|
|
|
|
|
|
|
|
/s/
Wang Cheng (Henry)
|
|
|
|
|
Wang
Cheng (Henry)
|
|
Director
|
|
October
11, 2017
|
|
|
|
|
|
|
|
|
|
|
/s/
Lin Yi
|
|
|
|
|
Lin
Yi
|
|
Director
|
|
October
11, 2017
|
|
|
|
|
|
/s/
Jerry Lewin
|
|
|
|
|
Jerry
Lewin
|
|
Director
|
|
October
11, 2017
|
|
|
|
|
|
|
|
|
|
|
/s/
Henry Yu
|
|
Director
|
|
October
11, 2017
|
Henry
Yu
|
|
|
|
|
|
|
|
|
|
/s/Chen
Liming
|
|
Director
|
|
October
11, 2017
|
Chen
Liming
|
|
|
|
|
EXHIBIT INDEX
Exhibit
|
|
|
Number
|
|
Description
|
1.1
|
|
Form of Underwriting Agreement*
|
3.1
|
|
Certificate of Incorporation (filed as Exhibit 3.1 to the Company’ s Registration Statement on Form SB-2, dated April 1, 2005; File No. 333-123735).
|
3.2
|
|
Certificate For Renewal and Revival of Charter dated May 27, 2007. (filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-3, dated June 20, 2014; File No. 196938)
|
3.3
|
|
Certificate of Amendment of Certificate of Incorporation (filed as Exhibit 4.2 to the Company’s Form S-3, dated November 19, 2009; File No. 333-163222)
|
3.4
|
|
Certificate of Amendment of Certificate of Incorporation (filed as Exhibit 3.1 to the Company’s Form 8-K, dated December 21, 2012)
|
3.5
|
|
Bylaws (filed as Exhibit 3.2 to the Company’s Form SB-2, dated April 1, 2005; File No. 333-123735)
|
4.1
|
|
Common Stock Specimen (filed as Exhibit 4.1 to the Company’s Registration Statement on Form SB-2/A dated June 2, 2005; 1934 Act File No. 333-120431)
|
4.2
|
|
Form of Indenture, including form of Note**
|
4.3
|
|
Form of Warrant Agreement, including form of Warrant*
|
4.4
|
|
Form of Unit Agreement*
|
4.5
|
|
Form of Pledge Agreement*
|
4.6
|
|
Form of Rights Certificate*
|
5.1
|
|
Opinion of Pryor Cashman LLP.**
|
12.1
|
|
Ratio of Earnings to Fixed Charges **
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm**
|
23.2
|
|
Consent
of Independent Registered Public Accounting Firm**
|
23.3
|
|
Consent of Pryor Cashman LLP (included in legal opinion filed as Exhibit 5.1)**
|
24.1
|
|
Powers of Attorney (included on signature page)
|
|
*
|
To be filed, if applicable, by amendment or as an
exhibit to a report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 134, as amended, and incorporated
herein by reference.
|
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